Common use of D&O Insurance and Indemnification Clause in Contracts

D&O Insurance and Indemnification. As soon as practicable, the Company shall purchase a directors and officers liability insurance policy, the terms of which shall be approved by the Board, and will provide Executive with directors and officers liability insurance necessary to protect Executive from any and all expenses, obligations, liabilities, actions, suits or proceedings that may occur as the result of Executive’s employment by the Company. In addition, if at any time Executive is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that Executive is or was a director, officer, executive or agent of Company and/or of any of its affiliates, or is or was serving at the request of Company as a director, officer, executive or agent of any other corporation, partnership, joint venture, trust, executive benefit plan or other enterprise, Company shall indemnify Executive and hold Executive harmless against expenses (including court costs and reasonable attorneys’ fees), judgments, fines, penalties, amounts paid in settlement and any other liabilities actually and reasonably incurred by Executive in connection with such action, suit or proceeding to the full extent permitted by law. Expenses (including court costs and reasonable attorneys’ fees) incurred by Executive in appearing at, participating in, or defending any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigative, shall be paid by Company at reasonable intervals in advance of the final disposition of such action, suit or proceeding promptly following receipt of Executive’s written claim, including supporting documentation. The indemnification provided under this Section 15 shall apply whether or not the negligence of any party is alleged or proved. Nothing in this Section 15 shall be deemed to provide Executive with a right to indemnification in excess of the authority of the Company to provide indemnification granted by applicable law, and all limitations on indemnification set forth in such law shall be deemed to govern this Section 15.

D&O Insurance and Indemnification. As soon as practicable, the The Company shall purchase a directors Director’s and officers liability insurance policyOfficer’s Insurance Policy, the terms of which shall be approved by the Board, and which will provide Executive you with directors Director’s and officers liability insurance Officer’s Insurance necessary to protect Executive you from any and all expenses, obligations, liabilities, actions, suits or proceedings that may occur as the result of Executive’s your employment by the Company. In addition, if at any time Executive is time, you are a party or is are threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that Executive is you are or was were a director, officer, executive employee or agent of Company CRSI and/or of any of its affiliates, or is are or was were serving at the request of Company CRSI as a director, officer, executive director, employee or agent of any other corporation, partnership, joint venture, trust, executive employee benefit plan or other enterprise, Company CRSI shall indemnify Executive you and hold Executive you harmless against expenses (including court costs and reasonable attorneys’ attorney’s fees), judgments, fines, penalties, amounts paid in settlement and any other liabilities actually and reasonably incurred by Executive you in connection with such action, suit or proceeding to the full extent permitted by law. Expenses (including court costs and reasonable attorneys’ fees) incurred by Executive you in appearing at, participating in, or defending any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigative, shall be paid by Company CRSI at reasonable intervals in advance of the final disposition of such action, suit or proceeding promptly following receipt of Executiveyour written claim that shall be filed in accordance with CRSI’s written claim, including supporting documentationreimbursement policy as in effect from time to time. The indemnification provided under this Section 15 shall apply whether or not the negligence of any party is alleged or proved. Nothing in this Section 15 shall be deemed to provide Executive with a right to indemnification in excess of the authority of the Company to provide indemnification granted by applicable law, and all limitations on indemnification set forth in such law shall be deemed to govern this Section 15.